X0306 4 2012-10-15 0000054480 KANSAS CITY SOUTHERN KSU 0001224434 HAVERTY MICHAEL R KANSAS CITY SOUTHERN PO BOX 219335 KANSAS CITY MO 64121-9335 1 1 0 0 Executive Chairman Common Stock 2012-09-18 5 G 0 1750 0 D 667706 D Common Stock 2012-10-15 4 J 0 20324 74.61 A 688030 D Common Stock 51100.06 I Held by 401(k) and P/S Plan Employee Stock Option (Right to Buy) 12.55 2003-01-16 2013-01-15 Common Stock 15901 15901 D LSAR 12.55 Common Stock 15901 15901 D Employee Stock Option (Right to Buy) 12.55 2008-01-16 2013-01-15 Common Stock 5510 5510 D LSAR 12.55 Common Stock 5510 5510 D Employee Stock Option (Right to Buy) 14.60 2005-01-02 2014-01-01 Common Stock 90000 90000 D LSAR 14.60 Common Stock 90000 90000 D Employee Stock Option (Right to Buy) 14.53 2004-02-09 2014-02-08 Common Stock 13689 13689 D LSAR 14.53 Common Stock 13689 13689 D Employee Stock Option (Right to Buy) 35.41 2013-03-01 2020-02-29 Common Stock 49200 49200 D Employee Stock Option (Right to Buy) 52.62 2021-02-22 Common Stock 15700 15700 D Employee Stock Option (Right to Buy) 66.99 2022-02-21 Common Stock 10611 10611 D On October 16, 2008, Mr. Haverty's wife, Mrs. Haverty, established and contributed Kansas City Southern common stock to a grantor retained annuity trust (the "2008 GRAT"). Mr. Haverty does not have a reporting duty for the shares held in the 2008 GRAT under Section 16(a) of the Securities Exchange Act of 1934 because Mrs. Haverty is not the trustee and does not have investment control over the shares. On October 15, 2012, 20,324 shares were distributed from the 2008 GRAT to Mr. & Mrs. Haverty. 8,042 of these shares represent performance shares that were earned on February 22, 2012 when the KCS Compensation and Organization Committee determined that the 2011 performance goals were met. These performance shares will not vest until February 28, 2014. With respect to these shares, the reporting person does not have the right to vote, receive, or be entitled to receive, cash or non-cash dividends or any other beneficial rights as a shareholder of the Company. Includes 142.133 shares acquired under the KCS 401(k) and Profit Sharing Plan since the date of the reporting person's last ownership report. LSARs are granted in tandem with stock options. LSARs become exercisable only following a change-in-control of the Company in lieu of related options and are exercisable only for cash. LSARs terminate when the related options are exercised or terminated. Prior to March 1, 2013, this option may become exercisable in 1/3 increments if the daily closing price of Kansas City Southern's common stock on the New York Stock Exchange is greater than or equal to $38.95, $42.85, and $47.14, respectively, for at least 30 consecutive trading days. The first target was met and 16,400 of these options became exercisable on November 19, 2010. The second target was met and 16,400 of these options became exercisable on December 8, 2010. The third target was met and 16,400 of these options became exercisable on January 7, 2011. These options become exercisable in three equal installments beginning on the first anniversary of the date of grant. Brian P. Banks, Attorney-in-fact 2012-10-16